Vafa Jamali - Mar 1, 2022 Form 4 Insider Report for ZimVie Inc. (ZIMV)

Signature
/s/ Heather Kidwell, Attorney-in-Fact for Vafa Jamali
Stock symbol
ZIMV
Transactions as of
Mar 1, 2022
Transactions value $
$0
Form type
4
Date filed
3/7/2022, 06:11 PM
Previous filing
Feb 7, 2022
Next filing
Mar 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZIMV Common Stock Award +39.2K +261240% 39.2K Mar 1, 2022 Direct F1, F2, F3
transaction ZIMV Common Stock Award +54.8K +139.76% 94K Mar 1, 2022 Direct F1, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ZIMV Stock Option (right to buy) Award +172K 172K Mar 1, 2022 Common Stock 172K $32.26 Direct F1, F5, F6
transaction ZIMV Stock Option (right to buy) Award +200K 200K Mar 1, 2022 Common Stock 200K $32.42 Direct F1, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 1, 2022, Zimmer Biomet Holdings, Inc. ("Zimmer Biomet") completed a pro rata spinoff distribution (the "Distribution") of shares of ZimVie Inc. ("ZimVie") common stock, par value $ 0.01 per share ("ZimVie Common Stock") to the holders of record of Zimmer Biomet common stock, par value $ 0.01 per share ("Zimmer Biomet Common Stock") on February 15, 2022. In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of March 1, 2022, between Zimmer Biomet and ZimVie (the "EMA"), all outstanding equity awards with respect to Zimmer Biomet Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to ZimVie Common Stock, with such equitable adjustments determined based on (i) the volume weighted average trading price of Zimmer Biomet Common Stock on February 28, 2022 and (ii) the volume weighted average trading price of ZimVie common stock on March 1 through March 3, 2022.
F2 Represents the grant of restricted stock units with respect to ZimVie Common Stock ("ZimVie RSUs") upon the conversion of performance-based restricted stock units with respect to Zimmer Biomet Common Stock held by the Reporting Person as of March 1, 2022 in accordance with the terms of the EMA. The ZimVie RSUs vest on February 25, 2024.
F3 Reflects 15 shares of ZimVie Common Stock received in the Distribution in respect of shares of Zimmer Biomet Common Stock held by the Reporting Person as of the record date for the Distribution.
F4 Represents the grant of ZimVie RSUs upon the conversion of restricted stock units with respect to Zimmer Biomet Common Stock held by the Reporting Person as of March 1, 2022 in accordance with the terms of the EMA. The ZimVie RSUs vest ratably in four annual installments on the first four anniversaries of the grant date, March 1, 2021. 13,700 shares of ZimVie Common Stock included in this award vested on March 1, 2022.
F5 Represents the grant of stock options to purchase ZimVie Common Stock upon the conversion of stock options to purchase Zimmer Biomet Common Stock in accordance with the terms of the EMA.
F6 This option vests ratably in four annual installments on the first four anniversaries of the grant date, February 25, 2021.
F7 This option vests ratably in four annual installments on the first four anniversaries of the grant date, March 1, 2021.

Remarks:

President and Chief Executive Officer